Tag Archives: Merger Enforcement

BakerHostetler Lawyers to Present Webinar on Lessons Learned from FTC Investigations and Challenges of Healthcare Provider Transactions

Members of BakerHostetler’s Antitrust and Competition team will present a webinar on February 26, 2014 which takes an in-depth look at FTC investigations and challenges of hospital and physician transactions. The topics will include: Insights from a former FTC Commissioner involved in nearly 30 healthcare enforcement actions while at the Commission Latest statistics on FTC  … Continue Reading

BakerHostetler Lawyers Publish Chapter on Antitrust Trends in U.S. Agribusiness

The 2014 Antitrust Review of the Americas features a chapter, “‘United States: Private Antitrust Litigation,” authored by BakerHostetler Antitrust Chair Robert G. Abrams, Partner Gregory J. Commins Jr., and Partner and Editor of Antitrust Advocate Danyll W. Foix. They write, “The US agriculture and food market has become increasingly concentrated in several sectors and across multiple levels. … Continue Reading

Past as Prologue: Rebirth of the Merger Trial and the Bazaarvoice Case

For many years after its implementation, the Hart-Scott-Rodino Antitrust Improvements Act of 1976 seemed to sound the death knell of post-consummation merger trials.  By establishing a file-and-wait system rather than the old catch-me-if-you-can non-system, the Act enabled the antitrust enforcement agencies to prevent the consummation of potentially anticompetitive mergers until they completed their investigation, and … Continue Reading

Thresholds Do Matter – Choosing too Low a Threshold in an Ordinary Course of Business Provision Can Up Your Risk of “Gun Jumping”

Soon after someone settles “gun jumping” charges, client alerts with informative titles like “DOJ Settlement Resolves ‘Gun Jumping’ Charges” start flying around.  These “alerts” usually recite facts alleged in the complaint, say ordinary course of business provisions are typically fine, but consult an antitrust lawyer to make sure yours are okay.  But few (if any) … Continue Reading

Could an Idaho Healthcare Merger Impact Other Mergers, Including the American/US Airways Merger?

With the trial over, post-trial briefs due November 1, and closing arguments scheduled for November 7, a lot more is at stake than whether St. Luke’s Health System (“St. Luke’s”) can keep Saltzer Medical Group (“Saltzer”) – a for-profit, physician-owned, multi-specialty group comprising approximately 44 physicians located in Nampa, Idaho.  St. Luke’s closed its acquisition … Continue Reading

FTC Healthcare Merger Retrospective Again?

Two weeks into the FTC’s and Idaho AG’s antitrust trial challenging hospital system St. Luke’s Health System (“St. Luke’s”) acquisition of the Saltzer Medical Group (“Saltzer”) – a for-profit, physician-owned, multi-specialty group comprising approximately 44 physicians located in Nampa, Idaho – a lot more is at stake than just whether St. Luke’s eventually will be … Continue Reading

US Airways and American Airlines Have a Potential Friend in FTC Commissioner Wright

In their answer to the government’s complaint challenging their proposed merger, US Airways and American Airlines (the “Airlines”) tout the “immense benefits to the traveling public” that the combined “US Airways and American Airlines will offer” with “more and better travel options for passengers through an improved domestic and international network, something that neither carrier … Continue Reading

Fix My Merger – Lessons from FTC Bureau Director Feinstein on the Use of Consent Orders to Remedy Anticompetitive Mergers

In her first speech since becoming Director of the Federal Trade Commission’s Bureau of Competition, Deborah Feinstein highlighted five benefits arising from addressing antitrust violations through consent orders and dispelled a number of “persistent myths” about their use. While emphasizing the FTC “employs a rigorous case-by-case approach to law enforcement decisions,” Director Feinstein explained that … Continue Reading

FTC Investigations of Technology Transactions – Am I at Risk?

A recent article in the Antitrust Law Journal, “A Survey of Evidence Leading to Second Requests at the FTC,” by Darren S. Tucker, a FTC attorney advisor who reviewed non-public information on decisions to investigate proposed transactions for the period August 2008 to August 2012, sheds light on the types of evidence the FTC staff … Continue Reading

“Highly Unusual” Circumstances End FTC Challenge to Phoebe Putney Acquisition

After running the table in the Supreme Court with a unanimous decision, which we covered, and then convincing a district court judge in Georgia to halt further consolidation of Phoebe Putney Health System (“Phoebe Putney”) and Palmyra Medical Center (“Palmyra”), the Federal Trade Commission (“FTC”) recently agreed to settle its antitrust challenge of Phoebe Putney’s … Continue Reading

FTC Investigations of Pharma and Medical Device Transactions – Am I at Risk?

A recent article in the Antitrust Law Journal titled “A Survey of Evidence Leading to Second Requests at the FTC,” by Darren S. Tucker, an attorney advisor to a FTC Commissioner who reviewed non-public information on the decisions to investigate proposed transactions for the period August 2008 to August 2012, sheds light on the types … Continue Reading

FTC Investigations of Energy and Chemical Transactions – Am I at Risk?

A recent article in the Antitrust Law Journal, “A Survey of Evidence Leading to Second Requests at the FTC,” by Darren S. Tucker, an attorney advisor to a FTC Commissioner who reviewed non-public information on the decisions to investigate proposed transactions for the period August 2008 to August 2012, gives insight on the types of … Continue Reading

Will the FTC Investigate My Provider Healthcare Transaction?

A recent article in the Antitrust Law Journal, “A Survey of Evidence Leading to Second Requests at the FTC,” by Darren S. Tucker, an attorney advisor to a FTC Commissioner who reviewed non-public information on the decisions to investigate proposed transactions for the period August 2008 to August 2012, sheds light on the types of … Continue Reading

FTC Seeks to Undo Another Small, Completed Transaction

This week, the FTC announced a proposed consent agreement to alter another completed transaction that was too small to be reported under the Hart-Scott-Rodino Act (“HSR Act”). The FTC’s complaint alleged that Solera Holdings Inc. and Actual Systems of America, Inc., through their subsidiaries, were competing providers of yard management systems software (“YMS”) used by automotive recycling … Continue Reading

Are Consummated Hospital and Physician Mergers Now in the FTC’s Crosshairs?

“The past is never dead. It’s not even past.”* Speaking at an American Bar Association symposium titled “Retrospective Analysis of Agency Determinations in Merger Transactions,” Federal Trade Commission (“FTC”) Chairwoman, Edith Ramirez, highlighted the FTC’s successful track record challenging transactions, but also noted “growing concern” that hospital acquisitions of physician groups are having a negative … Continue Reading

“Wide-Ranging Investigation” Leads FTC and Idaho AG to Join Ongoing Antitrust Lawsuit Challenging Acquisition of Idaho’s Largest Independent, Multi-Specialty Physician Group

After dodging an attempt by two of its competitors to stop the closing of its acquisition of Saltzer Medical Group (“Saltzer”)—a for-profit, physician-owned, multi-specialty group comprising approximately 44 physicians located in Nampa, Idaho—St. Luke’s Health System (“St. Luke’s”) must now also fend off the FTC’s and Idaho AG’s joint effort to unwind that transaction. On … Continue Reading

Supreme Court Holds Antitrust Law Applies to State Hospital Authority Transaction

In one of the most closely watched healthcare antitrust cases in years, the Supreme Court  issued its decision in the FTC merger challenge to a Georgia hospital merger, Phoebe Putney Health System’s acquisition of Palmyra Medical Center.  In reversing the Eleventh Circuit Court of Appeals finding that Phoebe’s acquisition of Palmyra was immune from antitrust … Continue Reading

Buyer Beware: Increase in HSR Thresholds Does Not Mean Your Non-Reportable Transaction is Safe

The purpose of the Hart-Scott-Rodino Act (“HSR Act”) Act is to preserve the agencies’ ability to investigate competitive consequences of a transaction before closing, provide an opportunity to obtain an effective remedy, and reduce the likelihood that competition will be reduced during the HSR waiting period.  Even if there is no competitive overlap, the HSR … Continue Reading
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